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BKS > SEC Filings for BKS > Form 8-K on 7-Dec-2011All Recent SEC Filings

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Form 8-K for BARNES & NOBLE INC


7-Dec-2011

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2011 Annual Meeting of Stockholders (the "Annual Meeting") of Barnes & Noble, Inc. (the "Company") was held on October 28, 2011. The voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.

Election of Directors. The Company's stockholders elected the Board of Directors' nominees as Directors of the Company by the following vote:

        Name                    Votes For    Votes Withheld   Broker Non-Votes
        George Campbell, Jr.    47,613,948     1,149,062         4,646,333
        William J. Lynch, Jr.   48,515,723       247,287         4,646,333

Messrs. Campbell and Lynch will hold office until the 2014 Annual Meeting of Stockholders of the Company and until their respective successors are elected and qualified.

Advisory (non-binding) Vote on Executive CompensationThe Company's stockholders approved, on an advisory basis, compensation of the Company's named executive officers by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below:

Votes For Votes Against, Abstentions Broker Non-Votes 45,809,933 2,743,930 209,147 4,646,333

Advisory (non-binding) Vote on Frequency of Votes on Executive Compensation The Company's stockholders approved, on an advisory basis, holding an advisory vote on the compensation of the Company's named executive officers on an annual basis by an affirmative vote of a majority of the votes cast on the proposal. The results of voting on the proposal are set forth below:

One Year Two Years Three Years Abstentions Broker Non-Votes 47,284,960 50,439 1,239,933 187,678 4,646,333

Ratification of the Appointment of BDO USA, LLP as the Independent Registered Public Accountants of the Company for the Fiscal Year Ending April 28, 2012. The Company's stockholders approved the proposal by the following vote:

Votes For Votes Against Abstentions 53,093,158 222,947 93,238


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